SimpleGenius - Terms of Service

GENERAL

1. Definitions and Interpretation

In these Conditions, the Managed Services Agreement (MSA), Rate Schedule, and every Quote, Order, contract, or other arrangement in connection with the supply of Goods or Services by Simple Genius Services Pty Ltd, the following words have the following meanings:

• After Hours – means from 17:30 to 09:00 Monday to Friday, and all-day Saturday, Sunday, and Public Holidays.
• Business Hours – means from 09:00 to 17:30 Monday to Friday, excluding Public Holidays.
• Client, You, or Your – means the person or entity who seeks or obtains a quote for, or who orders, Goods or Services from Us, including each of their heirs, successors, and assigns.
• Conditions – means these terms and conditions.
• Goods – means any hardware, software, licences, or related products sourced by or supplied through Us in connection with the provision of Services.
• GST – has the meaning given under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• Order – means any order requested by You to Us for Goods or Services in any form.
• Professional IT Plan – means the managed services plan described in the current MSA, including business hours support and other inclusions as set out in that agreement.
• Essential IT Plan – means the managed services plan described in the current MSA, including security monitoring and related inclusions as set out in that agreement.
• Plan Schedule – means the key terms applicable to the Professional IT Plan or Essential IT Plan as set out in the current MSA, and as may be varied from time to time by Us in accordance with that agreement.
• Public Holidays – means any day that is a public holiday throughout Victoria.
• Rates – means the fees and charges set out in Our current MSA and/or Casual Support Rate Schedule, as varied from time to time in accordance with those agreements.
• Rate Schedule – means the schedule of casual support rates and conditions, as varied from time to time by Us.
• Reasonable Assistance Limits – has the meaning set out in clause 17.2 of these Conditions (if applicable).
• Return/Cancellation Fee – means a fee charged pursuant to clause 12.5 as set by Us from time to time.
• Service Request – means a request for service such as adds, moves, changes, and technical assistance.
• Services – means the provision of any services by Us including work, advice, and recommendations.
• Software – includes software and any installation, update, associated software, and any services provided in connection with any of these things.
• Us, Our, or We – means Simple Genius Services Pty Ltd (ABN 46 629 721 982) and its heirs, successors, and assigns.
• Work – means anything We may do, provide, customise, produce, or acquire, whether or not in connection with, or for the purposes of, You or Your use or benefit, and includes testing, troubleshooting, installation and configuration, consulting, scoping, planning, documenting, and quoting for complex items.

In these Conditions, unless the contrary intention appears:

• Words denoting the singular include the plural and vice versa.
• References to any gender include all other genders.
• References to Acts of Parliament, statutes, or regulations include amendments, replacements, or re-enactments.
• Headings are for convenience only and do not affect interpretation.
• References to dollars are to Australian dollars.
• References to time are to Melbourne, Australia time.
• References to persons include corporations and other legal entities.
• A reference to "includes" means "includes without limitation".
• A reference to "will" imports a condition, not a warranty.
• References to bankruptcy or winding up include analogous events under applicable law.

2. Application of These Conditions

Unless otherwise agreed in writing, these Conditions:

• Apply alongside the Managed Services Agreement for clients on a managed services plan, and to all other engagements where no other written terms are agreed.
• Prevail over any inconsistent terms in a Quote, Order, or arrangement, except where the MSA expressly overrides these Conditions.

If any provision of these Conditions is invalid or unenforceable, the remaining provisions remain in full force and effect.

3. Commitment Term

1. The minimum term for managed services plans is outlined in the relevant Quote or MSA, beginning from the first day of the next month after the date of signing or approving the Quote.
2. Ad-hoc or project services may not have a commitment term.
3. After the expiry of the initial commitment term, the agreement will automatically renew for successive 12-month terms unless terminated in accordance with the termination provisions.

4. Termination

1. You may terminate this Agreement with 60 days' written notice, in accordance with the termination provisions in the MSA.
2. We may terminate this Agreement immediately in circumstances set out in the MSA, including but not limited to non-payment or irreconcilable disputes.
3. If either party terminates this Agreement, We will assist in the orderly termination of services, including transfer to another provider, at Our standard rates.
4. All prepaid services and software licences are non-refundable.

5. Representations

You acknowledge that no employee or agent of Ours has authority to make any representation, warranty, or promise in relation to the supply of Goods or Services other than as set out in these Conditions or the MSA.

6. Notices

Notices under these Conditions must be in writing and sent by email to the last notified email address.

7. Governing Law

These Conditions are governed by the laws of Victoria, and both parties submit to the non-exclusive jurisdiction of its courts.

8. Assignment

You may not assign Your rights or obligations under this Agreement without Our prior written consent.

9. Variation of These Terms and Conditions

We may vary these Terms and Conditions by publishing the updated version on Our website and notifying Clients in writing where the change is material. You accept that by doing this, We have provided sufficient notice of the variation.

GOODS AND SERVICES

10. Quotes

1. Scope and Validity – Quotes for hardware and software are valid for seven (7) days from the date issued unless otherwise stated. Quotes for service plans are governed by the terms of the Managed Services Agreement (MSA) and are not subject to daily price fluctuations.
2. Nature of Quotes – A quote is an invitation to place an order and does not form a binding contract until confirmed in writing by Us. Prices may change before confirmation due to supplier price or stock fluctuations.
3. Final Confirmation – The quoted price becomes final once both parties confirm in writing (including by email or portal approval) after any requested changes.
4. Special Pricing or Discounts – Where special pricing or discounts apply, they cannot be combined with other promotions, discounts, or offers.
5. Supplier Availability – If a quoted product becomes unavailable, We will offer an alternative product for Your approval. Prices for non-stocked products can only be confirmed once an order is placed with the supplier.
6. Delivery and Freight – Freight charges are added to the order unless otherwise stated. Any delivery timelines provided are estimates based on supplier information and not guaranteed.
7. Returns on Quoted Products – We do not hold inventory and only order goods once an order is confirmed and paid. Returns or cancellations are subject to supplier approval and may attract restocking fees.
8. Manufacturer Warranty – Unless stated otherwise, hardware is covered by the manufacturer's warranty on a return-to-depot basis for parts and labour.

11. Orders

1. Placing Orders – Orders for hardware or software may be placed via email, portal, or approved quote, and must include relevant details such as Your legal name, address, ABN/ACN (if applicable), and the quote reference.
2. Authority – We may rely on the apparent authority of the person placing the order unless we have actual knowledge to the contrary.
3. Payment Requirement – All hardware orders require payment in full prior to processing. For managed services clients, this applies to all hardware and software purchases in addition to plan fees.
4. Acceptance – An order is not binding until accepted by Us and payment is received in full, including freight and insurance if applicable.
5. Cancellation – Orders cannot be cancelled after the supplier has dispatched goods. Where cancellation is approved, any costs or restocking fees incurred will be charged to You.

12. Pricing and Rates

1. Rates – Rates for managed services are set out in the MSA. Rates for casual services are set out in the current Rate Schedule.
2. Changes to Rates – We may adjust rates in accordance with the MSA, including where the cost of delivering services increases. Any changes will be notified in writing and agreed in line with MSA terms.
3. Call-Out Fees and Expenses – Call-out fees and out-of-pocket expenses may apply for work performed at Your site or for travel. Where possible, We will confirm these in advance.
4. Separate Charges – Goods and services may be charged separately or together, at Our discretion.
5. Time Increments – Where work is charged by time, the full increment (e.g., 30 minutes or 1 hour) is billed even if the work takes less time.

13. Services and Plans

1. Service Variations – We may update or change the range of services offered from time to time. Any material changes to an active service plan will be agreed with You in writing, in accordance with the MSA.
2. Rates Schedule Access – A copy of the current Rate Schedule will be provided on request.

14. Contracting

We may subcontract any or all services but remain responsible for delivery under these terms.

15. Delivery, Title and Risk

1. Delivery – We will use reasonable efforts to deliver goods by the agreed date but are not liable for delays caused by factors outside our control.
2. Risk – Risk passes to You when goods are delivered to Your nominated address or collected.
3. Title – Title remains with Us until full payment is received in cleared funds.
4. Insurance – You are responsible for insuring goods from the point of delivery.

16. Returns and Claims

1. Manufacturer Terms – All returns are subject to the manufacturer's or supplier's returns policy. We do not accept returns directly unless required by law.
2. Customised or Special Orders – Custom or special-order goods, or goods sourced from overseas, are not returnable unless faulty.
3. Inspection – You must inspect goods immediately upon delivery and notify Us in writing within 7 days if You wish to make a claim.
4. Condition – Returned goods must be in original condition and packaging unless faulty.
5. Return Costs – You are responsible for any return costs unless the manufacturer covers them.

17. Functionality and Fitness for Purpose

1. Best Efforts – We will use reasonable efforts to provide advice and recommendations but cannot guarantee that goods or services will be fit for every purpose or meet all expectations.
2. Client Responsibility – You are responsible for deciding whether to follow Our recommendations and for obtaining independent advice where necessary.
3. Limits of Assistance – Assistance provided under any plan is subject to reasonable use limits as defined in the MSA.

18. Force Majeure

We are not liable for failure to supply goods or services due to circumstances beyond Our control, including supplier delays, transport issues, natural disasters, or industrial disputes.

19. Product Specifications

1. We may supply goods with minor specification changes where required by the manufacturer.
2. If the ordered goods are unavailable, We may supply alternatives of equal or greater quality at no extra cost, subject to Your approval.

20. Warranties

1. We pass on the manufacturer's warranty for goods supplied.
2. You will deal directly with the manufacturer for warranty claims unless otherwise agreed.

21. Liability

1. Liability is limited to the maximum extent permitted by Australian law and as set out in the MSA.
2. We are not liable for indirect or consequential loss, including loss of profits or business, except where required by law.
3. You are responsible for maintaining backups of data unless otherwise provided under a service plan.

22. Errors and Omissions

While we take care to ensure prices and descriptions are accurate, errors may occur. We reserve the right to correct any errors and refund any amounts paid if necessary.

OUR RESPONSIBILITIES

23. Privacy Statements and Your Rights

1. We collect personal information to fulfil quotes, orders, and provide goods or services to You ("Authorised Purposes").
2. You must provide personal information required for these Authorised Purposes.
3. We may disclose Your personal information to suppliers, service providers, or third parties as needed to fulfil quotes, orders, or services, verify details, confirm requirements, or obtain goods/services on Your behalf.
4. We will not disclose Your personal information without Your consent unless required or authorised by law.
5. Personal information is held at our principal place of business. You may contact us to request access or corrections.
6. You are responsible for providing accurate information. Additional costs may apply if incorrect information causes delays or rework.

24. Our Website

1. We make no warranties that:
   • Information on our website is complete or correct.
   • The website will always be available, free from delays, or free from viruses or other technical issues.
   • We endorse any linked sites or third-party products/services mentioned.

YOUR RESPONSIBILITIES

25. Lodging of Service Requests

1. You agree to follow our current process for lodging service requests, as set out in the MSA or supporting documentation.

26. Access to Systems, Sites and People

1. You will provide access to equipment, sites, and relevant staff when required.
2. You agree to allow us to install and maintain remote management software on your devices to enable monitoring, support, and management. This may require devices to remain powered on outside business hours.

27. Third-Party Authorisations

1. You will provide authorisations necessary for us to deal directly with Your third-party providers (e.g., internet or software vendors) where needed to deliver services.

28. Payment, Late Payment and Default

1. Payment Terms – Invoices are payable by the due date stated, unless otherwise agreed in writing.
2. Late Payment – We may suspend services if invoices are unpaid seven (7) days after the due date.
3. Recovery Costs – You are liable for all costs of recovering overdue amounts, including legal fees.
4. Interest – Interest may be charged daily on overdue amounts at the maximum rate permitted by law.
5. Allocation of Payments – Payments will be applied first to recovery costs, then interest, then the oldest outstanding amounts.
6. Security – We may request security over property as collateral for overdue amounts.
7. Payment Arrangements – If a payment arrangement is breached, services may be suspended again without further notice.
8. Other Remedies – We may use any available legal or contractual remedies to recover overdue amounts.

29. Non-Solicitation of Clients and Employees

1. You agree not to employ or offer employment to our staff during engagement and for two (2) years after, or the maximum period allowed by law.
2. If this clause is breached, You agree to pay 100% of the employee's annual salary as liquidated damages. This is a genuine estimate of costs to replace and train personnel and is not a penalty.

30. Software

1. You are responsible for holding and managing all software licences, including those installed by us.
2. You indemnify us against claims, losses, or damages arising from:
   • Unauthorised software use.
   • Breaches of software licences for software provided by you.
   • Problems or defects in third-party software.
3. All copyright in custom software we develop remains our property unless otherwise agreed in writing.

31. Copyright and Confidentiality

1. You warrant that any confidential, copyright, or intellectual property you provide to us belongs to you. You indemnify us against claims arising from breaches of this warranty.
2. All intellectual property in work we create in the course of providing services remains our property unless agreed otherwise in writing.
3. Both parties agree to keep all non-public, confidential, or proprietary information obtained during the engagement secure and not to disclose it except with consent or as required by law.

Contact Information

For questions about our Terms of Service, please contact us:

Related Documents

Please also review our Privacy Policy for information about how we handle your personal information.